UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
HEARx Ltd.
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(Name of Issuer)
Common Stock, $0.10 Par Value
---------------------------------------
(Title of Class of Securities)
422360107
-----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 1997
--------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 422360107 Page 2 of 5 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SFM Investments LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 4,268,803
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 4,268,803
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,268,803
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
4.54%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common
Stock, $0.10 par value (the "Shares"), of HEARx Ltd. (the "Issuer"). This
Amendment No. 2 supplementally amends the initial statement on Schedule 13D
dated May 23, 1997 and Amendment No. 1 thereto dated August 29, 1997
(collectively, the "Initial Statement") filed by SFM Investments LDC, an
exempted limited duration company organized and existing under the laws of the
Cayman Islands (the "Reporting Person"). This Amendment No. 2 is being filed by
the Reporting Person to report that the Reporting Person has disposed of Shares
held for its account, and, as such, no longer may be deemed the beneficial owner
of five percent or more of the outstanding Shares of the Issuer. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Initial Statement. The Initial Statement is supplementally amended as
follows.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of Shares of which the Reporting Person may
be deemed a beneficial owner is 4,268,803 (approximately 4.54% of the total
number of Shares outstanding).
(b) The Reporting Person has the sole power to direct the voting and
disposition of the Shares held for the account of the Reporting Person.
(c) Except for the transactions disclosed on Annex A hereto, all of
which were effected in the over-the-counter market in routine brokerage
transactions, there have been no transactions in the Shares effected since
August 11, 1997 (60 days prior to the date hereof).
(d) The shareholders of the Reporting Person have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of the Reporting Person in accordance with their
ownership interests in the Reporting Person.
(e) The Reporting Person ceased to be a beneficial owner of five
percent or more of the outstanding Shares on October 10, 1997.
<PAGE>
Page 4 of 5 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: October 10, 1997 SFM INVESTMENTS LDC
By: /S/ MICHAEL C. NEUS
----------------------------------
Michael C. Neus
Director
<PAGE>
<TABLE>
<CAPTION>
Page 5 of 5 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
HEARX LTD.
Date of Nature of Number Price
For the Account of Transaction Transaction of Shares Per Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
SFM Investments LDC 9/22/97 Sale 138,125 1.969
9/23/97 Sale 223,183 1.911
9/24/97 Sale 64,849 1.907
9/25/97 Sale 33,103 1.907
9/26/97 Sale 248,197 1.907
9/29/97 Sale 73,355 1.907
10/06/97 Sale 423,612 1.870
10/07/97 Sale 778,176 1.869
10/08/97 Sale 616,644 1.817
10/09/97 Sale 401,772 1.856
10/10/97 Sale 493,500 1.843
</TABLE>
